Interfield Global Software Inc. — Management Reports 2021

Apr 6, 2021

HIGHBURY PROJECTS INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2020

(Expressed in Canadian Dollars)

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Table of Contents

DATE ............................................................................................................................................ 3 FORWARD-LOOKING INFORMATION .......................................................................................... 3 OVERALL PERFORMANCE ............................................................................................................ 3 COVID-19 ..................................................................................................................................... 4 EXPLORATION OVERVIEW ........................................................................................................... 4 RESULTS OF OPERATIONS ........................................................................................................... 5 SUMMARY OF QUARTERLY INFORMATION ................................................................................ 6 SELECTED INFORMATION............................................................................................................ 6 LIQUIDITY / CAPITAL RESOURCES ............................................................................................... 7 OUTSTANDING SHARE DATA ...................................................................................................... 7 RELATED PARTY TRANSACTIONS ................................................................................................ 8 COMMITMENTS .......................................................................................................................... 8 OFF-BALANCE SHEET ARRANGEMENTS ...................................................................................... 8 PROPOSED TRANSACTIONS ........................................................................................................ 8 CRITICAL ACCOUNTING ESTIMATES ............................................................................................ 8 NEW ACCOUNTING PRONOUNCEMENTS ................................................................................... 9 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT ................................................................ 9 OTHER MD&A REQUIREMENTS .................................................................................................. 9

Highbury Projects Inc. Management’s Discussion and Analysis For the year ended December 31, 2020

DATE

This Management Discussion and Analysis (“MD&A”) of Highbury Projects Inc.’s (“Highbury” or the “Company”) financial position and results of operations for the year ended December 31, 2020 is prepared as at April 6, 2021. This MD&A should be read in conjunction with the audited financial statements for the year ended December 31, 2020 and the supporting notes. The audited financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). All dollar figures included therein and in the following MD&A are quoted in Canadian dollars. Additional information relevant to Highbury’s activities can be found on SEDAR at www.sedar.com.

FORWARD-LOOKING INFORMATION

This discussion contains “forward-looking statements” that involve risks and uncertainties. Such information, although considered to be reasonable by the Company’s management at the time of preparation, may prove to be inaccurate and actual results may differ materially from those anticipated in the statements made.

This MD&A may contain forward-looking statements that reflect the Company’s current expectations and projections about its future results. When used in this MD&A, words such as “estimate”, “intend”, “expect”, “anticipate” and similar expressions are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company’s future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause the Company’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this MD&A or as of the date otherwise specifically indicated herein.

Due to risks and uncertainties, including the risks and uncertainties identified above and elsewhere in this MD&A, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

OVERALL PERFORMANCE

Highbury was incorporated on May 13, 2005 and was listed on the TSX Venture Exchange (“Exchange”) on October 28, 2005 as a capital pool company (“CPC”) under Exchange Policy 2.4.

The Company’s option agreement with Full Metal Minerals (“FMM”) was approved as a Qualifying Transaction (QT) and the final exchange bulletin to that effect was issued by the exchange on November 5, 2007.

The principal business of Highbury is the exploration and evaluation of the Moore Creek property in Alaska and any other exploration and evaluation assets and evaluation properties that Highbury may later acquire. Highbury has designated the property as its “Principal Property” for the purposes of Exchange Policy. Highbury has carried out the recommendations on exploration program contained in the NI 43-101 Technical Report “Moore Creek prospect west-central Alaska” prepared by Dr. Charles C Hawley on July 24, 2007, using the available funds.

Investment in the common shares must be regarded as highly speculative due to the nature of the Company’s business and its present stage of development. The Company has no active business or assets other than cash. There can be no assurance that an active and liquid market for the common shares will develop and investors may find it difficult to resell the common shares.

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Highbury Projects Inc. Management’s Discussion and Analysis For the year ended December 31, 2020

COVID-19

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn.

The Company could be adversely impacted by the effects of the coronavirus. The extent to which the coronavirus impacts the Company, including its operations and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the coronavirus outbreak. The continued spread of the coronavirus globally could materially and adversely impact the Company’s operations, and the operations of its suppliers, contractors and service providers and the ability to obtain financing. To date, the Company has not had any adverse effects from the coronavirus.

EXPLORATION OVERVIEW

Moore Creek Property

Pursuant to the Option Agreement with Full Metals Minerals Ltd. (“FMM”) dated July 27, 2007, the Company has the sole and exclusive right and option to acquire an undivided 60% interest in the Moore Creek, Alaska property (“The Property”).

During the year ended December 31, 2009, the Company signed a joint venture agreement dated February 19, 2009 with FMM whereby the Company has completed all its exploration expenditures to earn its 60% ownership interest in the Moore Creek Property which included approximately $1,700,000 of exploration costs. All future obligations and expenditures incurred will now be prorated between the Company and FMM including annual mineral rights fees and other costs to maintain the property in good standing. FMM will continue to be the operators of the property and the Company will reimburse its share of the expenditures plus a ten (10%) percent administrative charge to FMM. The Company was notified by FMM that it would no longer be the operator and incur any further costs on the Moore Creek Property. In order to keep the option in good standing, the Company is required to make annual option payments of US$50,000, which is adjusted for inflation starting in 2018. The annual option payment for Year 2014 to 2020 was subsequently amended as follows:

Annual Option Payments	Payment Amendment Date	Amended Payment
Year 2014	February 2014	US$ 12,000	Paid
Year 2015	March 2015	US$ 10,000	Paid
Year 2016	January 2016	US$ 12,000	Paid
Year 2017	February 2017	US$ 16,000	Paid
Year 2018	January 2018	US$ 16,000	Paid
Year 2019	February 2019	US$ 16,000	Paid
Year 2020	January 2020	US$ 16,000	Paid
			Paid subsequent to
Year 2021	January2021	US$16,000	December 31,2020

The Property is subject to a 1.5% net smelter royalty.

During the year ended December 31, 2014, the Company decided not to continue exploration of the Moore Creek Property, but maintained the claims. As a result of the Company’s management’s decision not to conduct any significant work on the Moore Creek Property in the near future, the Company wrote off the capitalized costs associated with the Moore Creek Property during the year ended December 31, 2014.

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Highbury Projects Inc. Management’s Discussion and Analysis For the year ended December 31, 2020

During the year ended December 31, 2020, the Company paid $21,286 (US$16,000) (December 31, 2019 – $21,300 (US$16,000)) for the annual option payment and $26,409 (US$19,649) (December 31, 2019 – $25,991 (US$20,162)) for claim costs, which were capitalized as exploration and evaluation costs. These payments were subsequently written off to the statement of loss and comprehensive loss due to management’s decision not to conduct any significant work in the near future.

At the same time, Highbury is evaluating acquisition opportunities that may enhance and improve the Company’s exploration portfolio.

RESULTS OF OPERATIONS

Three months ended December 31, 2020 compared with Three months ended December 31, 2019

The Company is in an exploration stage and has no revenue from operations. During the three months ended December 31, 2020, the Company recorded a net loss of $33,413, a decrease of $999, compared to a net loss of $34,412 during the three months ended December 31, 2019.

During the three months ended December 31, 2020, the Company incurred professional fees of $12,475 (December 31, 2019 – $12,475) and transfer agent fees of $912 (December 31, 2019 – $778).

In addition, during the three months ended December 31, 2020, the Company incurred $19,614 in claim costs which were capitalized as exploration and evaluation assets (December 31, 2019 – $21,025). The acquisition costs were subsequently written off to the statement of loss and comprehensive loss due to management’s decision not to conduct any significant work in the near future.

Year ended December 31, 2020 compared with Year ended December 31, 2019

The Company is in an exploration stage and has no revenue from operations. During the year ended December 31, 2020, the Company recorded a net loss of $114,208, an increase of $2,953, compared to a net loss of $111,255 during the year ended December 31, 2019.

During the year ended December 31, 2020, the Company incurred professional fees of $51,020 (December 31, 2019 – $50,324), transfer agent fees of $8,845 (December 31, 2019 – $7,505) and TSX listing and filing fees of $6,100 (December 31, 2019 – $5,700).

In addition, during the year ended December 31, 2020, the Company incurred $47,695 in acquisition and claim costs which were capitalized as exploration and evaluation assets (December 31, 2019 – $47,291). The acquisition costs were subsequently written off to the statement of loss and comprehensive loss due to management’s decision not to conduct any significant work in the near future.

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Highbury Projects Inc. Management’s Discussion and Analysis For the year ended December 31, 2020

SUMMARY OF QUARTERLY INFORMATION

The quarterly results for the last eight quarters are summarized below:

	Three months ended	Three months ended
	December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020
Finance income Operating expenses Net loss Basic and diluted lossper share	$ - $ - $ - $ - (33,413) (20,958) (19,081) (40,756) (33,413) (20,958) (19,081) (40,756) $ (0.00) $ (0.00) $ (0.00) $ (0.01)
	Three months ended
	December 31, 2019 September 30, 2019 June 30, 2019 March 31, 2019
Finance income $ (4) $ 74 $ 86 $ 169 Operating expenses (34,407) (18,567) (16,813) (41,792) Net loss (34,412) (18,493) (16,727) (41,623) Basic and diluted loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.01) SELECTED INFORMATION For theyears ended December 31, 2020 December 31, 2019 December 31, 2018
		December 31, 2020 December 31, 2019 December 31, 2018
Finance income Operating expenses Net loss Basic and diluted lossper share		$ - $ 325 $ 1,353 114,208 111,579 107,756 (114,208) (111,255) (106,403) $ (0.01) $ (0.01) $ (0.01)
As at:		December 31, 2020 December 31, 2019 December 31, 2018
Total assets Long-term financial liabilities Cash dividendper share		$ 128,678 $ 10,847 $ 113,769 Nil Nil Nil Nil Nil Nil

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Highbury Projects Inc. Management’s Discussion and Analysis For the year ended December 31, 2020

LIQUIDITY / CAPITAL RESOURCES

The Company’s activities have been funded through equity financings and the Company expects it will continue to be able to utilize this source of financing until it develops cash flow from future operations.

There can be no assurances the Company will be successful in its endeavors. If such funds are not available or other sources of finance cannot be obtained the Company will be forced to curtail its activities to a level for which funding is available or can be obtained.

As at December 31, 2020, the Company had cash of $125,030 compared with $7,759 as at December 31, 2019. The increase is due to the two private placements completed during the year ended December 31, 2020. This increase is partially offset by the acquisition cost made on the exploration and evaluation assets, ongoing administrative costs and professional and legal fees incurred to maintain the company in good standing. During the year ended December 31, 2020, the Company incurred the following significant expenses:

• Professional fees of $51,020;

• Transfer agent fees of $8,845; and

• TSX listing and filing fees of $6,100.

The Company incurred $47,695 in option payment and claim costs on its Moore Creek property in Alaska during the year ended December 31, 2020.

The Company has not pledged any of its assets as security for loans, or otherwise and is not subject to any debt covenants. Management believes the Company has sufficient working capital at this time to meet its ongoing financial obligations.

OUTSTANDING SHARE DATA

As of December 31, 2020, there were 10,383,333 common shares issued and outstanding (December 31, 2019 – 9,550,000).

On February 7, 2020, the Company completed a non-brokered private placement of 333,333 shares at a price of $0.30 for gross proceeds of $100,000 and incurred $4,370 in share issuance costs.

On October 30, 2020, the Company closed a non-brokered private placement of 500,000 common shares at a price of $0.30 per share for gross proceeds of $150,000 and incurred $4,620 in share issuance costs.

As of the date of this MD&A, the Company had 10,383,333 common shares issued and outstanding.

No options were granted or exercised during the year ended December 31, 2020 and through to the date of this MD&A.

There were no warrants and options outstanding as of December 31, 2020 and the date of this MD&A.

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Highbury Projects Inc. Management’s Discussion and Analysis For the year ended December 31, 2020

RELATED PARTY TRANSACTIONS

Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers.

The Company entered into the following transactions with related parties during the year ended December 31, 2020 and 2019:

	For the year ended	Share issue costs	Office	Professional	Total
		$	$	$	$
	December 31, 2020	-	263	-	263
First Globe Capital(a)	December 31, 2019	-	251	-	251
	December 31, 2020	6,240	-	36,400	42,640
Quantum AdvisoryPartners LLP(b)	December 31,2019	-	-	36,400	36,400
	December 31, 2020	6,240	263	36,400	42,903
Total	December 31, 2019	-	251	36,400	36,651

• a) First Globe Capital, which is controlled by the Chief Executive Officer and Director of the Company, charged for shared office expenses during the year ended December 31, 2020 and 2019.

b) Quantum Advisory Partners LLP, whose incorporated partner is the Company’s Chief Financial Officer and Corporate Secretary, charged for accounting and administrative services for an accounting team of three people during the years ended December 31, 2020 and 2019.

The balances due to the Company’s related parties included in accounts payable and accrued liabilities were $2,618 as at December 31, 2020 (December 31, 2019 – $12,356). Amounts payable to related parties are unsecured, non-interest bearing and are due on demand.

COMMITMENTS

The Company is obligated to pay its share of the prorated expenditures on Moore Creek property to keep it in good standing as stated in Note 3 of the financial statements for the year ended December 31, 2020.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not utilize off-balance sheet arrangements.

PROPOSED TRANSACTIONS

No disclosure necessary.

CRITICAL ACCOUNTING ESTIMATES

The financial statements, including comparatives, have been prepared using accounting policies consistent with IFRS issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). The financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. In addition, the financial statements have been prepared using the accrual basis of accounting except for cash flow information.

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Highbury Projects Inc. Management’s Discussion and Analysis For the year ended December 31, 2020

NEW ACCOUNTING PRONOUNCEMENTS

There were no new or amended IFRS pronouncements effective January 1, 2020 that impacted the Company’s financial statements for the year ended December 31, 2020.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

In the normal course of business, the Company is inherently exposed to certain financial risks, including market risk, credit risk and liquidity risk, through the use of financial instruments. The timeframe and manner in which the Company manages these risks varies based upon management’s assessment of the risk and available alternatives for mitigating risk. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support the Company’s operations. These financial risks and the Company’s exposure to these risks are provided in various tables in note 10 of our audited financial statements for the year ended December 31, 2020. For a discussion on the significant assumptions made in determining the fair value of financial instruments, refer also to note 2 of the financial statements for the year ended December 31, 2019.

OTHER MD&A REQUIREMENTS

Management’s Responsibility for Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with IFRS and Canadian generally accepted accounting principles, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Risks and uncertainties

Investment in the common shares must be regarded as highly speculative due to the nature of the Company’s business and its present stage of development.

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